FIRST AMENDMENT TO

ETF DISTRIBUTION AGREEMENT

This First Amendment (the “Amendment”) to the ETF Distribution Agreement dated as of May 1, 2016 (the “Agreement”), by and between Strategy Shares (the “Trust”), and Foreside Fund Services, LLC (the “Distributor”), is hereby effective as of September 16, 2016 (the “Effective Date”).

WHEREAS, the Trust and Distributor (the “Parties”) desire to amend Exhibit A to the Agreement to reflect a Fund name change and to reflect the addition of three funds; and

WHEREAS, Section 8(b) to the Agreement requires that amendments to the Agreement be made in writing and executed by both parties.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

2. Exhibit A of the Agreement is hereby deleted and replaced by Exhibit A attached hereto to reflect a change of Fund name from U.S. Equity Rotation Strategy ETF to US Market Rotation Strategy ETF and also to reflect the addition of BioShares BioThreat ETF and Active Alts Contrarian ETF.

3. Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

4. This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

STRATEGY SHARES

By:     /s/ Jerry Szilagyi                                                

Name: Jerry Szilagyi

Title: President

FORESIDE FUND SERVICES, LLC

By:     /s/ Mark Fairbanks                                           

Name: Mark Fairbanks

Title: Vice President

ETF DISTRIBUTION AGREEMENT

Exhibit A

Funds:

US Market Rotation Strategy ETF

Ecological Strategy ETF

BioShares BioThreat ETF

Active Alts Contrarian ETF